SanDisk 2013 Annual Report Download - page 37

All of the fiscal year 2013 services described above were pre-approved by the Audit Committee to the
extent required by Section 10A of the Exchange Act. In accordance with Section 10A of the Exchange Act,
the Audit Committee may delegate to any member of the Audit Committee (referred to as the ‘‘Audit
Committee Delegate’’) the authority to pre-approve services not prohibited by law to be performed by the
Company’s independent registered public accounting firm. The Audit Committee has appointed Ms. Lego
as the Audit Committee Delegate and, as such, Ms. Lego has the authority to pre-approve permissible
services and reports any decision to pre-approve permissible services to the full Audit Committee at its
next regular meeting. In addition, from time to time, the Audit Committee has adopted and/or revised a
Pre-Approval Policy under which particular services or categories of services are pre-approved.
The Audit Committee has concluded that the provision of the audit-related services, tax services and
other non-audit services identified above is compatible with Ernst & Young LLP’s independence.
Required Vote
The affirmative vote of the holders of a majority of the shares present in person or represented by
proxy at the Annual Meeting and entitled to vote on Proposal No. 3 is required to ratify the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 28, 2014.
Recommendation of the Board of Directors
The Board believes that Proposal No. 3 is in the Company’s best interests and the best interests of its
stockholders and unanimously recommends a vote FOR the ratification of the appointment of Ernst &
Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year
ending December 28, 2014.
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Proxy Statement